How to Reinstate an LLC in Missouri – 2024 Guide


Steve Bennett
Steve Bennett
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Get Missouri LLC Reinstated

Reinstatement of an LLC in Missouri involves a simple process. In general, after dissolving a limited liability company, sometimes LLCs restore their good standing and continue their operations. Depending on the reason for dissolution, the reinstatement occurs. In most cases in Missouri, if the dissolution is administrative, the chances of reinstatement are higher.

This article will take you through the process of restoring your business. The editors from LLCBuddy focus mainly on how to reinstate an LLC in Missouri, also known as The Show-Me State. There might be several reasons for LLC dissolution in Missouri. This article will also list the type of dissolution in Missouri and which ones are eligible for reinstation.

What is LLC Reinstatement in Missouri?

LLC reinstatement simply refers to returning an administratively dissolved or revoked business entity to active status. In case the Limited Liability Company doesn’t comply with the state requirements, such as non-payment for necessary fees and not filing annual reports, it may dissolve by the Missouri Secretary of State. When companies have been reinstated, they regain their legal capacity, thereby facilitating continued operations. In some cases, the companies can be dissolved due to legal issues or by members’ choices.

LLC Dissolution in Missouri

There can be several reasons why a Limited Liability Company gets dissolved in Missouri. Certain types of dissolution can be identified based on the reasons given. In Missouri, reinstatement of an LLC depends on how and why the LLC got dissolved in Missouri in the first place.

  1. Administrative Dissolution: If the LLC fails to comply with the State rules, like filing proper documents (annual reports, BOI reports in Missouri), tax dues, or any other administrative issues, the state can dissolve the LLC in Missouri.
  2. Judicial Dissolution: If there is any lawsuit and court orders to dissolve the company, the said LLC has to shut it down.
  3. Dissolution Due to Expiration: In some cases, LLCs were formed for a particular reason or for a specific time. Hence, the LLC was automatically dissolved after the purpose was served or the period was over.
  4. Voluntary Dissolution: When members decide to dissolve the LLC, they file the dissolution form with Missouri Secretary of State.

How to Reinstate an LLC in Missouri

As mentioned above, reinstatement takes place depending on the type of dissolution. The steps involved in restoring your LLC are moderately simple; however, getting professional help before you start processing LLC reinstatement is recommended. Here are the initial steps to follow before you file for reinstatement in Missouri.

Initial Steps Before Filing for Reinstatement

In Missouri, most of the businesses are reinstated after administrative dissolution. That is the most common type of reinstatement for any business, such as LLC or Corporation in Missouri. There are a few steps before you start the restore process.

Identify Reasons for Dissolution

Before you start reinstating your LLC, you must know why your company was dissolved. Some common reasons are:

  • Missing annual reports.
  • Unpaid state taxes.
  • Non-compliance with specific state regulations.

If need be, contact Missouri Department of Revenue to know whether you owe any outstanding tax obligations. Besides, going through the Missouri Secretary of State correspondences or checking the Certificate of Good Standing online can help you understand why dissolution was done in your entity.

Gather Necessary Information Regarding the LLC in Missouri

To avoid delays in filing, gather all necessary information ahead of time, including:

  • Business Name: You should first check if it is still available and has not been taken by another entity.
  • Document Number: It can often be found on previous filings or notices issued by the Missouri Secretary of State.
  • Details of Previous Filings and Compliance Records: These involve past annual reports, tax returns, and other compliance materials.

How to File an LLC Reinstatement Document

Once you are determined to restore your LLC (or business), you must proceed with the filing of a reinstatement application. In Missouri, the reinstatement document is called Application For Reinstatement. The next task is to get the forms from the official Missouri Secretary of State business section. A reinstatement fee might be paid to the Missouri SOS.

Forms

In order to reinstate your LLC, you have to fill out various forms which could include:

  • LLC Reinstatement Form: You can file your LLC reinstatement offline or online (whichever is available and convenient for you).
    • Offline Filing in Missouri: Not Applicable
    • Online Filing in Missouri: Online Appication
  • Additional Forms: Depending on what type of dissolution it is, you might need to file additional forms to Missouri Tax Department [Missouri Department of Revenue] or Insurance Department [Missouri Department of Insurance, Financial Institutions and Professional Registration]. Besides, the Certificate of Good Standing in Missouri might be needed.
  • Annual Report Filing: For administrative dissolution, the LLC must file the annual reports and pay the due annual report fees along with the reinstatement form.

Fees

The following fees may be incurred during reinstatement:

  • Reinstatement Fee: In Missouri, the LLC reinstatement fee is $50.
  • Annual Report Fees: Your company could have to pay for each year it didn’t file the annual reports. The annual report fee in Missouri is $7.
  • Late Fees and Penalties: There are possible late fees and penalties if you miss the filing deadlines set by Missouri.

Accepted methods of payment are as follows:

  • Credit Card – Visa, MasterCard, American Express or Discover.
  • For offline payment – Check with the Missouri Secretary of State for details.

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Processing Time and Confirmation

The processing time for reinstatement of your LLC in Missouri varies depending on the filing method. For online filing (if available), it takes less time to process than that of offline filing. However, sometimes it takes almost the same time for both methods.

  • Processing time for LLC reinstatement: For a general or standard filing it takes 3 to 5 business days to process an LLC reinstatement in Missouri. For expediting filing, it might be done within the same day or 1 to 2 working days.

Updating LLC Information During Reinstatement

Upon reinstatement, you have an opportunity to update your LLC’s information.

  • Update members’ or managers’: Changing Members and Managers: You can add, delete, or change Members and Managers.
  • Update names and addresses as necessary.
  • Update Registered Agent Information: Change the registered agent or office address.

Changing the Registered Agent in Missouri

To change the existing Registered Agent for your LLC, you must attach a separate application for the same. Check how to change a registered agent in Missouri to know more about the process.

Updating Business Address

Principal Office & Mailing Address changes may also be made in these areas:

  1. Fill out the Address Change Form – where required by Missouri Secretary of State.
  2. Submit LLC Amendment Form – to update the business address or other details of your LLC, you might submit the Missouri LLC Amendment to the SOS.
  3. Submit with Reinstatement Application – Ensure all information provided is correct.

Post-Reinstatement Requirements

After getting a company back into good standing, more steps are necessary to maintain compliance:

  • Obtain a Copy of the Reinstatement Certificate
  • Updating Business Licenses
  • Make sure that all business licenses are up-to-date:
    • General Business License- Verify with do not need to obtain.
    • Specific Permits and Licenses- Check for any industry-specific requirements.
  • Verifying Good Standing Status
    • Missouri Annual Reports – File on time each year.
    • Tax Payments – Pay all state taxes due.

It might look like the steps are simple to reinstate your LLC. However, it is not as simple as it looks. Considering all the paperwork and legal complexities, it is recommended to hire professionals. You must read the best LLC services in Missouri where you can explore the professional services for your consideration.

Additional Considerations

  • Federal Requirements: Reporting Beneficial Ownership Information: Federal requirement for reporting beneficial ownership information since January 1, 2024. Visit the Beneficial Ownership Page on Missouri Secretary of State website for more details.
  • Name Availability: Name change is one of the options to consider when an original business name is not available. DBA in Missouri can also be filed if the previous name is not available. Fill out the correct amendment form with Missouri Secretary of State.
  • Contracts and EIN Reinstatement: Contracts and your EIN might be impacted by reinstating your LLC:
  • Renew Contracts: You will need to talk with vendors, banks, and customers about the revival.
  • Get a New EIN: When this becomes necessary, you should acquire it from the IRS.

Benefits of Reinstatement

There are certain important advantages of restoring your company’s existence:

  • Restores Good Standing: This makes the company become legally recognized again within the state.
  • Maintains Limited Liability Protection: This will protect the business’s owners from being liable for any company’s debts.
  • Ensures Business Continuity: The company can, therefore, continue operating without any legal challenges.
  • Preserve Business Credibility: For instance, a good relationship with clients is necessary for maintaining trust amongst suppliers and financial institutions.

Common Reasons for Administrative Dissolution

  • Failure to File Annual Reports: Filing annual reports that many states like Missouri require companies such as Limited Liability Companies (LLCs) is a must; otherwise, it may lead to dissolution.
  • Unpaid Taxes: An LLC could be dissolved until taxes are paid if any franchise taxes are pending or some state tax has not been settled.
  • Non-Compliance with Other State Requirements: For instance, where there isn’t a registered agent maintained within a specified period while being subjected to several business regulations set by the state.

Reinstatement After Dissolution in Missouri

  • Depending on the type of dissolution, reinstatement takes place. For Administrative Dissolution, reinstatement is very common and possible in Missouri.
  • For voluntary dissolution, reinstatement is not common. Because the LLC dissolution in Missouri is voluntary by members, it is not common for them to restore the LLC in Missouri.
  • For Judiciary Dissolution, it is very uncommon to reinstate in Missouri. Most of the time, court orders do not allow the LLCs to restore their business in the state they are located in. In very exclusive cases, they can be reinstated if the court passes such an order.

FAQs

How do I reinstate an LLC in Missouri?
To reinstate an LLC in Missouri, you must file the necessary forms, pay any fees, and comply with state requirements.
What forms do I need to file to reinstate my LLC in Missouri?
You will generally need to file the Articles of Organization and any required supplementary forms with the Missouri Secretary of State.
How much does it cost to reinstate an LLC in Missouri?
The cost to reinstate an LLC in Missouri varies depending on factors such as the reason for dissolution and the amount of time that has passed since dissolution.
Can I reinstate my LLC online in Missouri?
Yes, you can typically reinstate an LLC online in Missouri through the Secretary of State’s website.
What are the consequences of not reinstating my LLC in Missouri?
If you do not reinstate your LLC in Missouri, your business entity will lose its good standing status and may face penalties or administrative dissolution.
How long does it take to reinstate an LLC in Missouri?
The processing time for an LLC reinstatement in Missouri can vary, but it typically takes a few weeks to complete.
What is the deadline for reinstating an LLC in Missouri?
There is no specific deadline for reinstating an LLC in Missouri, but it is important to act promptly to avoid further penalties or complications.
Can I reinstate my LLC in Missouri if it is dissolved involuntarily?
In many cases, you can reinstate an LLC in Missouri even if it was dissolved involuntarily, as long as you meet the necessary requirements.
What is the difference between reinstating and reviving an LLC in Missouri?
Reinstating an LLC usually involves returning the business entity to good standing after administrative dissolution, while reviving an LLC often refers to bringing back a business entity after voluntary dissolution.
Can I reinstate my LLC in Missouri if it was dissolved for failure to file annual reports?
Yes, you can generally reinstate an LLC in Missouri that was dissolved for failure to file annual reports by submitting the required reports and any outstanding fees.
Do I need to obtain a new EIN or tax ID number when reinstating my LLC in Missouri?
Generally, you do not need to obtain a new EIN or tax ID number when reinstating an LLC in Missouri.
What are the reasons for LLC dissolution in Missouri?
An LLC in Missouri may be dissolved for not filing an annual report or not paying fees, including taxes.
How long do I have to reinstate my LLC in Missouri after its dissolution?
In Missouri, you generally have five years to reinstate your LLC after it has been dissolved.
Can I reinstate my Missouri LLC online?
Yes, you can reinstate your Missouri LLC online through the Secretary of State’s website.
What is the process for reinstating an LLC in Missouri?
The process typically involves filing the appropriate forms, paying any outstanding fees, and ensuring that your LLC is in good standing with the state.
What happens if I don’t reinstate my LLC in Missouri?
If you don’t reinstate your LLC in Missouri, it may be permanently dissolved, and you may lose any protections and benefits of having an LLC.
Can I reapply for a new LLC in Missouri instead of reinstating my old one?
Yes, you can always apply for a new LLC in Missouri if your old one has been permanently dissolved.
Are there any consequences for not reinstating my LLC in Missouri?
Yes, there could be consequences such as losing the limited liability protection and incurring penalties for not filing necessary paperwork.
Can I reinstate an LLC in Missouri if I no longer want to do business with it?
If you don’t want to continue doing business with your LLC in Missouri, you may want to consider formally dissolving it rather than reinstating it.
What steps should I take to reinstate my LLC in Missouri as quickly as possible?
To reinstate your LLC in Missouri quickly, gather all necessary paperwork, pay any outstanding fees promptly, and follow the state’s guidelines for reinstatement.
Will I need to update any information when reinstating my LLC in Missouri?
If any of your LLC’s information has changed, such as members or registered agent, you will need to update this information when reinstating your LLC in Missouri.
Can I expedite the reinstatement process for my LLC in Missouri?
Yes, you may be able to expedite the reinstatement process for your LLC in Missouri by paying an additional fee.
Will I receive confirmation once my LLC has been reinstated in Missouri?
Yes, you should receive confirmation from the state of Missouri once your LLC has been successfully reinstated.
What is the penalty for late filing of annual reports in Missouri?
In Missouri, the penalty for late filing of annual reports can vary, but it may result in additional fees and potential dissolution of the LLC.
Can an LLC be revived after being permanently dissolved in Missouri?
Yes, an LLC can be revived after being permanently dissolved in Missouri, but the process may be more complex and costly.
Are there any time limits for reinstating an LLC in Missouri after administrative dissolution?
In Missouri, you generally have a period of time, typically five years, to reinstate your LLC after administrative dissolution.
What are the consequences of letting my Missouri LLC be administratively dissolved?
If you let your Missouri LLC be administratively dissolved, you may lose your limited liability protection and other benefits of having an LLC.
How can I find out if my Missouri LLC has been administratively dissolved?
You can check the status of your Missouri LLC on the Secretary of State’s website to see if it has been administratively dissolved.
Can I be held personally liable if my Missouri LLC is administratively dissolved?
If your Missouri LLC is administratively dissolved and you continue to operate as a business, you may be held personally liable for any debts or legal issues that arise.
Do I need to file taxes for my Missouri LLC while it is dissolved?
Yes, you may still need to file taxes for your Missouri LLC while it is dissolved, depending on your specific circumstances.

Also Read

In Conclusion

LLC reinstatement or restoration in Missouri mostly depends on the type of dissolution. If it is a voluntary dissolution by the members or managers, then probably the reinstatement won’t occur. However, the LLC reinstatement will be done for other types of involuntary dissolutions in Missouri. As mentioned, you must submit the Certificate of Good Standing and updated Annual Report to the SOS to restore the LLC.

Besides, every LLC gets a certain time limit after dissolution. Within that period, reinstatement can be registered. In some states, there is no such time limit. Hence, they can file for restoration of their business any time after the dissolution process is completed. Though this article explains the DIY methods of filing your LLC reinstatement, it is highly recommended that you get professional help.

Always remember to meet state requirements consistently, which will prevent further involuntary dissolutions in the future and maintain the reputation of your company while at the same time preserving its basic features.

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